Elon Musk on Thursday said Twitter is refusing to drop its lawsuit meant to enforce their purchase agreement, which he calls the the only obstacle to closing their $44 billion deal. Twitter responded by saying it will stand by that litigation for now – and that Musk’s proposal is “an invitation to further mischief and delay.”
With that, the stormy will-they-or-won’t-they saga became a semantic Gordian knot: Musk says the lawsuit must be dropped to make a deal, Twitter says that’s nonsense, and it won’t drop the lawsuit until a deal is done.
“Twitter will not take yes for an answer,” reads a filing from Musk, who earlier this week sent a letter suggesting they close the deal at the agreed-upon price of $54.20 per share. Twitter accepted those terms – but doesn’t want to lose the leverage of its litigation, which had been scheduled for trial beginning Oct. 17, only to have Musk back out again.
Later Thursday, a Delaware Chancery judge split the difference, ruling that Musk has until Oct. 28 to close with Twitter, giving him an extra 11 days.
Twitter filed the expedited lawsuit in Delaware, seeking to enforce the contract sale that Musk tried to back out of over his concerns about the number of spam accounts among Twitter’s nearly 400 million users.
It took a rollercoaster ride to get us here: When Musk first expressed interest in buying Twitter, leadership flew into a panic and introduced a poison pill provision to stop him. But when the board saw his proposal in April, they accepted it – only to have Musk back out. Twitter sued on July 12 to keep the deal, and Musk was on the brink of giving depositions for trial when he finally relented earlier this week.
The judge’s Oct. 28 date is what Musk’s own team had proposed as a possible closing date if the lawsuit had been vacated.
Twitter issued this statement about today's news: We received the letter from the Musk parties which they have filed with the SEC. The intention of the Company is to close the transaction at $54.20 per share.
— Twitter Investor Relations (@TwitterIR) October 4, 2022
Twitter said in its filing that Musk “should be arranging to close on Monday, October 10,” but is refusing to commit to a closing date.
“They ask for an open-ended out, at the expense of Twitter’s stockholders (who are owed $44 billion plus interest), all the while remaining free to change their minds again or to invent new grounds to avoid the contract,” the attorneys wrote.
Pamela Chelin contributed to this report …